Image Transfer Agreement

1.1. IMAGE TRANSFER AGREEMENT

This Image Transfer Agreement document relates to the sale and transfer of the intellectual property rights pertaining to those Images marked as completed by the Client on the relevant collaboration page, as they appear on the collaboration page, and which were created by the Winning Artist for the Client in line with the relevant Client/Artist Agreement assigned by both parties (these Images are referred to herein as the “Final Images”). This Image Transfer Agreement hereby transfers the intellectual property rights of the Final Images from the Winning Artist to the Client, allowing the Client to use and distribute the Final Images solely and fully at their discretion; in transferring the intellectual property rights of the Final Images to the Client, this Image Transfer Agreement allows the Winning Artist to use the Final Images in his portfolio (the Artist can only use the Final Images to showcase his portfolio) and Easy Render to use the Final Images fully and solely at Easy Render’s discretion.

1.2. SIGNING PARTIES

The parties to this Image Transfer Agreement are those same parties who are party to the Client/Artist Agreement covering the Final Images whose intellectual property rights are to be transferred through this Image Transfer Agreement; that is, the Client and the Winning Artist. This Image Transfer Agreement will apply to both parties in their capacity as either the Client or the Winning Artist. If this Image Transfer Agreement in any way covers a Final Image(s) which is not fully and solely the creation of the Winning Artist who is a signing party to this Image Transfer Agreement, then the Winning Artist hereby confirms that he has the authority necessary to transfer the intellectual property rights pertaining to said Final Image(s) to the Client who is a signing party to this Image Transfer Agreement; and the Winning Artist accepts any inherent liability in whatsoever form attached to the transfer of intellectual property rights, use and distribution of these Final Image(s). Easy Render is not a signing party to this Image Transfer Agreement and accepts no responsibility and/or liability for any loss whatsoever as emerging from this Image Transfer Agreement and incurred by any party, whether signing or non-signing; this in no way negates the benefits due to Easy Render under provision 1.1. of this Image Transfer Agreement document. Easy Render can not guarantee that both parties will sign this Image Transfer Agreement document, nor force either party to sign this Image Transfer Agreement document.

1.3. SUPPORTING DOCUMENTATION

This Image Transfer Agreement is part of a suite of documents (referred to herein as the Supporting Documentation) and should be considered in conjunction with the entirety of the Supporting Documentation.

1.4. BINDING CONDITIONS

The Image Transfer Agreement is signed by both parties prior to starting on a job collaboration and is binding from the instant the relevant job collaboration is marked as closed; regardless of any issues either party may have following job closure. A binding Image Transfer Agreement can in no way later be voided, including following Site termination and any instances where either or both parties to the Image Transfer Agreement: violate any of the provisions detailed within Easy Render’s Supporting Documentation; violate the Image Transfer agreement itself; delete their User account; have their User account terminated by the Site; etc. If the job is not marked as closed, and then solely by invoking provision 3.10. (b) of the Terms and Conditions of Use document, the Image Transfer Agreement is deemed void and the Client surrenders any and all rights whatsoever to the Final Images. In order to protect the Client’s exclusive rights to the Final Images over an initial and limited period of time, the Client may specify a time period (up to a maximum limit of one calendar year) during which neither the Winning Artist nor Easy Render may make use of the benefits stated under provision 1.1. of this Image Transfer Agreement document; Easy Render is in no way responsible for ensuring that the Winning Artist does not use the Final Images during this time period, or for enforcing this provision, or any other provision present with the Image Transfer Agreement document.

1.5. ARTIST PROVISION

In signing this Image Transfer Agreement, the Winning Artist hereby confirms that: the Final Images that the Winning Artist will transfer to the Client are those marked as completed by the Client on the relevant collaboration page; to the best of the Winning Artist’s knowledge and effort the Final Images will reflect what was requested of the Winning Artist by the Client in signing the relevant Client/Artist Agreement; the Winning Artist accepts that he will be paid his fee solely upon job closure; the Winning Artist is willing to, and has full permission to, sign this Image Transfer Agreement document and transfer the intellectual property rights pertaining to the Final Images from himself to the Client as set out under provision 1.1. of this Image Transfer Agreement document, including in the event where a Final Image (s) or part of a Final Image(s) was developed by a third party; and the Winning Artist agrees with, and will abide by, the entirety of this Image Transfer Agreement document.

1.6. CLIENT PROVISION

In signing this Image Transfer Agreement, the Client hereby confirms that: the Final Images marked as completed by the Client on the relevant collaboration page will be those of interest to the Client and, to the best of the Client’s knowledge and within reason, will reflect what was requested by the Client in signing the relevant Client/Artist Agreement; the Client will be reasonable in his assessment of Images to be marked as completed and in his decision to close a job; the Client accepts that he will be granted access to the Final Images solely upon job closure; the Client is willing to, and has full permission to, sign this Image Transfer Agreement document and accept the intellectual property rights pertaining to the Final Images as set out under provision 1.1. of this Image Transfer Agreement document; and the Client agrees with, and will abide by, the entirety of this Image Transfer Agreement document.

1.7. LIABILITY

The signing parties to this Image Transfer Agreement hereby acknowledge and agree that: Easy Render is not a signing party to this Image Transfer Agreement; Easy Render shall not be held liable or responsible for any breach in whatsoever form of this Image Transfer Agreement by any of the signing parties; Easy Render has no obligation to get involved in dispute resolution, it is solely and fully between the parties to the Image Transfer Agreement to resolve any dispute that may arise in whatsoever form; Easy Render is in no way liable or responsible for any loss whatsoever as incurred by the Client as a result of gaining the intellectual property rights for the Final Images; Easy Render is in no way liable or responsible for any loss whatsoever as incurred by the Winning Artist as a result of ceding the intellectual property rights for the Final Images; Easy Render is in no way liable or responsible for the quality (and timeliness) of the Final Images; the signing parties are to hold each other solely and fully liable for any loss incurred following a breach of this Image Transfer Agreement and/or as a result of gaining or ceding the intellectual property rights to the Final Images, including their use and distribution; and the Winning Artist accepts full and sole responsibility on behalf of any third party whose work may in any way be contained within the Final Images transferred to the Client under this Image Transfer Agreement.

1.8. GENERAL DISCLAIMERS

All provisions made under section 5 (on liability and disclaimers) of the Terms and Conditions of Use document apply, where relevant, to all the Supporting Documentation, including this Image Transfer Agreement document.

1.9. GOVERNING LAW

All provisions made under section 6 (on governing law) of the Terms and Conditions of Use document apply, where relevant, to all the Supporting Documentation, including this Image Transfer Agreement document.